TIDMLEAL
RNS Number : 7424K
Lead All Investments Limited
27 June 2014
Lead All Investments Limited
("LEAL" or the "Company")
Financial Results for the period ended 31 December 2013
27 June 2014
CHAIRMAN'S STATEMENT
This is Lead All Investments Limited's ("Company's") second
Annual Report for the year ended 31 December 2013.
The Company's directors, together with our financial adviser
continue to evaluate opportunities for growth for the benefit of
our shareholders from our base of operations in Malaysia. To this
end, the Board and management have been active in considering a
wide range of opportunities and analysing a number of proposals
from businesses located across Asia Pacific.
There remain a multitude of viable investment opportunities in
the Asia Pacific region which the directors are actively exploring
at the current time.
Once again I would like to thank my fellow director, Mr Geoffrey
Fielding, our financial adviser, Dato' Sri Dr. Alex Tee Cheong and
our staff for their dedication and diligence throughout the past
financial year.
Ahmad Nasri Bin Abdul Rahim
Chairman
Malaysia
27 June 2014
Contact details:
Ahmad Nasri Bin Abdul Rahim
Lead All Investments Limited Director 006019575 7732
Ray Zimmerman
Tim Cofman
ZAI Corporate Finance Ltd (Nomad and Broker) Wei Wang +44(0)20 7060 2220
The Annual Report is today being posted to shareholders and will
shortly be made available on the Company's website
www.leadallinv.com
INVESTMENT POLICY
The Company's objective is to generate an attractive rate of
return for Shareholders, predominantly through capital
appreciation, by taking advantage of opportunities to invest in
business focusing on the use of Multi Level Marketing ("MLM")
strategies.
MLM is based on grassroots-level networking where products are
sold directly from an individual (known as a distributor) to
end-users without going through a retail distribution channel.
Products are sold by these businesses direct to the distributors,
who may develop their own networks of recruits to reach out to more
prospects and assist in generating more sales. Subsequently, the
distributor receives commission for all revenues generated
individually and through his recruits. The compensation is however
for the products sold and not for the recruitment of
individuals.
The Company aims to provide equity and equity-related investment
capital, such as convertible loans, to companies which are seeking
capital for growth and development, consolidation or acquisition,
or as a pre-IPO round of financing. The Company's equity interest
in a proposed investment may range from a minority position to 100
per cent. ownership, as set out below. The proposed investments are
likely to be unquoted in the majority of cases, but may include
publicly traded securities. These investments may be made in
combination with additional debt or equity-related financing and,
in appropriate circumstances, in collaboration with other financial
and/or strategic investors. It is likely that a substantial portion
of the Company's financial resources will be invested in building a
broad portfolio of assets through smaller investments.
The Company intends to be an involved and active investor.
Accordingly, where necessary, the Company may seek participation in
the day to day management through board representation, with a view
to seeking to improve the performance and growth of the
business.
The Company intends to focus on the Asia Pacific region. It will
however consider any geographical area, to the extent that the
investment fits within the Company's investment criteria.
The Company will not be subject to any borrowing or leveraging
limits.
The Directors consider that as investments are made, and new
opportunities arise, further funding of the Company will be
required.
Despite considerable efforts, the Company has not substantially
implemented its investing policy within eighteen months of
admission. Accordingly, the directors will seek the consent of its
shareholders for its investing policy to be extended at the coming
annual general meeting and on an annual basis thereafter, until
such time that its investing policy has been substantially
implemented. If it appears unlikely that investing policy can be
implemented at any time, the Directors may consider returning any
remaining funds to the Shareholders.
The Company has adopted the following principles as part of its
Investing Policy:
The Company will not invest in any business which is not a
member of the applicable direct selling association or equivalent
body present in the area(s) in which the proposed target business
operates.
The Company will not invest in any business which has not
adopted or does not adhere to the relevant code of conduct or best
practice endorsed by the applicable direct selling association or
equivalent body present in the area(s) in which the proposed target
business operates.
The Company will consider any licensing requirements applicable
to MLM businesses in the area(s) in which a proposed target
business operates and will not proceed with the investment if the
target does not comply with those licensing requirements.
If there is any doubt whatsoever as to whether the business
model of the proposed investment target is or is connected to a
'pyramid scheme' the Company will not proceed with a proposed
investment.
Private Companies
The Company will aim to invest primarily in private companies
with high growth potential, where a timely investment will allow
the company to increase market share and create long-term
shareholder value. It is envisaged that, in relation to an
investment in a private company prior to that company listing on a
stock market, the Company would retain a part of its investment in
the listed entity going forward. The Company intends to work
closely with the management of each investee company to create
value by focusing on driving growth through revenue creation,
margin enhancement and extracting cost efficiencies, as well as by
creating appropriate capital structures to enhance returns.
The Company will target small and mid-sized companies and will
seek to secure at least 'blocking minority' stakes (usually around
25 per cent) and board representation, where it considers that the
Company and/or an investee company would benefit from such an
appointment. The Company will consider making equity investments in
lower than blocking minority stakes only where it sees ways to
increase the stakes to blocking or controlling stakes at a later
date. Each investment is expected to be in the region of US$250,000
(GBP155,000).
Public Companies
In addition, the Company may also invest in companies which have
securities listed on a stock exchange or over-the-counter
market.
When investing in publicly quoted companies, the Company will
seek to select companies with a strong market position or strong
growth potential in their respective segments. No restrictions will
be placed on the size of public companies in which the Company may
make an investment. The Directors intend to make investments in
companies or businesses with attractive valuations and growth
potential, with competent and motivated management, which enjoy
brand recognition, have scalable business models, have strong
relationship with customers and which have in place transparent and
recognized accounting policies and good corporate governance
practices.
Realisation of Returns
The Company expects to derive returns on investments principally
through long-term capital gains and/or the receipt of dividends
from investee companies. As a result, the Board do not envisage the
distribution of dividends to Company shareholders in the short to
medium term. The primary ways in which the Company expects to
realize returns include: (a) the sale or merger of investee
company; (b) the sale of securities of the investee company by
means of public or private offerings; and (c) the ultimate disposal
of public equity investments through the stock exchanges on which
they are listed.
For private investee companies the Company believes that its
typical investment holding period should provide sufficient time
for investee companies to adequately benefit from the capital and
operational improvements resulting from the Company's investment.
The targeted holding period shall be reviewed on a regular basis by
the Company, but it is expected that this will typically be between
two and four years.
For publicly quoted investee companies the objective is to
maximize capital appreciation without any generally expected
investment period. Following the acquisition, the Company will
monitor the investment closely. Importance will be placed on the
timing of any disposal which will follow a thorough review of
market conditions and those reports and sources that are available
to investors. Should the Company consider that the capital
appreciation of a particular public equity investment has reached
its peak or is likely to or has begun to decline, then the Company
will consider the sale of that investment.
Generally, the Directors will keep under review how best to
realize value for Shareholders, whether through a trade sale,
flotation or secondary refinancing of the investee companies. The
proposed exit route will form a key consideration of the initial
investment analysis.
It should be noted that the nature of the Company's activities
is speculative and, being dependant on specific investment
opportunities, uncertain. Accordingly, an investment in the
ordinary shares is designed only for investors who understand such
risks and uncertainties, and who can afford to bear the loss of
their individual investment.
Given the nature of the Company's Investing Policy, the Company
will not make regular periodic disclaimers, notifications, or
calculations of Net Asset Value.
CORPORATE GOVERNANCE STATEMENT
Principles of Corporate Governance
As a Company traded on AIM, the Company is not governed by the
UK Code of Corporate Governance adopted by the London Stock
Exchange ("the Code") but is required to operate principles of good
governance and best practice. Accordingly, the Directors are
committed to principles of good governance and believe that an
effective system of corporate governance supports the enhancement
of shareholder value. These principles have been in place since the
Company's admission to trading on AIM.
The Directors acknowledge the importance of the Code and to
apply its principles so far as is practicable taking into account
the Company's size and stage of development. The Company has one
non-executive Director.
The Directors have established an Audit Committee (the "Audit
Committee") and a Remuneration Committee (the "Remuneration
Committee") with formally delegated duties and responsibilities to
operate which have been in effect from Admission.
Audit Committee
The Audit Committee, which was established on Admission,
comprises Geoffrey Baillie Fielding as Chairman, as well as Ahmad
Nasri Bin Abdul Rahim, will determine and examine any matters
relating to the financial affairs of the Company including the
terms of engagement of the Company's auditor and, in consultation
with the auditor, the scope of the audit. The Audit Committee will
receive and review reports from the management and the external
auditor of the Company relating to the annual and interim accounts
and the accounting and internal control systems of the Company. In
addition, it will consider the financial performance, position and
prospects of the Company and ensure they are properly monitored and
reported on.
Remuneration Committee
The Remuneration Committee is responsible for making
recommendations to the Board on the Company's framework of
Executive remuneration and its cost. The Committee determines the
contract terms, remuneration and other benefits for the Executive
Director and senior employees, including performance related bonus
schemes, pension rights and compensation payments.
The Remuneration Committee, which comprises Geoffrey Baillie
Fielding and Ahmad Nasri Bin Abdul Rahim with Geoffrey Baillie
Fielding acting as Chairman, will review the performance of the
Executive Director and senior management and set and review their
remuneration and the terms of their service contracts, determines
the payment of bonuses to the Executive Director and considers the
Company's bonus and option schemes.
The Board
The Board is responsible to shareholders for the proper
management of the Company. The Non-Executive Director has a
particular responsibility to ensure that the strategies proposed by
the Executive Director are fully considered. The Board has a formal
schedule of matters reserved to it and has discussions on a regular
basis. The Board is responsible for overall strategy, reviewing
management accounts, approval of major capital expenditure projects
and consideration of significant financing matters.
Directors
During the period, the Board comprised Executive Director and
Chairman Ahmad Nasri Bin Abdul Rahim, and Independent Non-Executive
Director Geoffrey Baillie Fielding.
Internal control
The Directors are responsible for the Company's system of
internal controls and reviewing its effectiveness. The Board has
designed the Company's system of internal controls in order to
provide the Directors with reasonable assurance that its assets are
safeguarded, that transactions are authorised and properly recorded
and that material errors and irregularities are either prevented or
would be detected within a timely period. However, no system of
internal controls can eliminate the risk of failure to achieve
business objectives or provide absolute assurance against material
misstatement or loss.
The key elements of the control systems in operation are
-- The Board meets regularly with a formal schedule of matters reserved to it for decision
-- It has put in place an organizational structure with clear
lines of responsibility and with appropriate delegation of
authority
-- Established procedures for the planning, approval and
monitoring of capital expenditure and information systems.
Relations with shareholders
The Board attaches great importance to maintain a good
relationship with shareholders. The Board regards the annual
general meeting as a good opportunity to communicate directly with
investors who are encouraged to make inquiries to officers of the
Company.
DIRECTORS' REPORT
The Directors present their report and the audited financial
statements for the year ended to 31 December 2013.
Principal activity
The principal activity of the Company is to identify and acquire
or invest in, and dispose of businesses focusing on the use of
multiple distribution strategies for the distribution of their
goods and services.
The Company's Investing Policy is set out in full on page
4-6.
Review of business
The Company was incorporated on 13 July 2011. The Company was
successfully admitted to trading on AIM on 8 February 2012.
The Company aims to use the capital to invest in ventures which
the Board believes will present good return to shareholders, in
accordance with the Company's investing policy. Further details can
be found in the Chairman's Statement on page 3.
Cash resources
Cash and cash equivalents at the end of the financial year were
GBP7,000 (2012: GBP81,000).
Debt
The Company currently has no debt and although the Board does
not intend to use borrowings to fund investments or early stage
assets, debt may be raised in the future to fund the development of
such assets. In any event, there remains a risk that bank finance
will not be available and, accordingly, alternative sources of
finance may be needed.
International Financial Reporting Standards
The financial statements for the financial year ended 31
December 2013 have been prepared by using International Financial
Reporting Standards (IFRSs), as adopted by the European Union.
Results and dividends
The reported loss for the year is GBP172,000 (2012:GBP177,000)
and represent administrative and salary costs.
Further details are set out in the Statement of Comprehensive
Income and note 3to the financial statements.
No dividend has been paid or proposed for the year.
Going concern
The Directors believe it is appropriate to adopt the going
concern basis in preparing the financial statements as there are
adequate financial resources within the Company to continue its
operational activities for the foreseeable future. The Company will
withdraw the deposit placement within the next twelve months for
investments and working capital if the need arises and the
directors will also provide working capital to the Company at any
time where there is insufficient cash for daily operation
requirements. This decision has been reached after reviewing the
performance of the business, the principal risks &
uncertainties, the annual forecast and business plan.
Corporate responsibility
The Company seeks to ensure that best practices are followed in
all its dealings with shareholders, customers and employees.
Directors and their interests
The Directors who served during the year to 31 December 2013 and
subsequently, together with their beneficial interests in the
ordinary share capital of the Company at formation, or at date of
appointment if later, and at 31 December 2013 are as follows:
Number held Number held
at 31 December at 31 December
2013 2012
Ahmad Nasri Bin
Abdul Rahim Executive Director 1 1
Geoffrey Baillie Independent Non-Executive - -
Fielding Director
Pursuant to share option agreement dated 30 January 2012,
conditional upon Admission, the Company has granted Ahmad Nasri Bin
Abdul Rahim an option to subscribe for 10,000,000 Ordinary Shares
in the Company, at an exercise price of GBP0.02 per Ordinary Share.
The option shall be exercisable by Ahmad Nasri Bin Abdul Rahim if
either:
(i) the average daily closing share price of the Company over
any four month period is equal to or in excess of GBP0.30 per
Ordinary Share; or
(ii) the net asset value of each Ordinary Share (as determined
by the auditors of the Company) on (a) the Business Day immediately
before the Company's financial year end and (b) the Business Day
which is six calendar months after that date is equal to or in
excess of GBP0.30 per Ordinary Share.
None of the other Directors holds any options to subscribe for
Ordinary Shares in the Company nor warrants exercisable into
Ordinary Shares in the Company.
The Company has one class of ordinary share that carries no
right to fixed income and each share carries the right to one vote
at general meetings of the Company.
Substantial interests
At the date of this report, in addition to the Directors'
interests above, the Directors were aware of the following
interests amounting to 3% or more of the ordinary share capital of
the Company:
Number Percentage
Beaufort Nominees Limited 19,910,000 66.3%
W B Nominees Limited 7,890,000 26.3%
Jim Nominees Limited 1,145,000 3.8%
Share warrants
At 31 December 2013 the company had 2,400,000 warrants
outstanding which are exercisable at GBP0.10 per share by two
parties (see note 11 to the financial statements). During the year
ended 31 December 2013, no warrants have been exercised.
Principal risk and uncertainties
The Company faces risks and uncertainties that are common to
other companies that invest in MLM businesses; in particular the
following risks are relevant:
Key personnel
The Company is reliant on being able to attract and retain
people with the appropriate skills.
Risks associated with newly incorporated investing companies
The Company is recently formed, and has not yet made any
substantial investments and has no operating history upon which to
evaluate its likely performance. The Company's ability to implement
its Investing Policy and achieve its desired returns will be
limited by its ability to identify and acquire suitable
investments. The Company's initial and future investments may be
delayed or made at a relatively slow rate because, among other
things:
-- the Company intends to conduct detailed due diligence prior
to approving investments;
-- the Company may conduct extensive negotiations in order to
secure and facilitate an investment;
-- certain structures may need to be established in order to
facilitate an investment; and
-- the Company may need to raise further capital to make
investments and/or fund the assets or businesses in which it has
invested.
Policy on financial instruments
The Company's financial instruments comprise cash, fixed
deposits, short-term debtors and creditors arising from its
operations. The Company has not established a formal policy on the
use of financial instruments but assesses the risks faced by the
Company as economic conditions and the Company's operations
develop. Further information on financial risk management and
related policies are contained in Note 15 to these financial
statements.
Supplier payment policy
It is the Company's policy to agree and clearly communicate the
terms of payment as part of the commercial arrangement negotiated
with suppliers and then to pay in accordance with those terms based
upon the timely receipt of an accurate invoice. There are no trade
creditors as at 31 December 2013.
Political and charitable donations
During the period the Company has made no political or
charitable donations.
Subsequent events
There were no other material events subsequent to the end of the
period under review.
Auditors
UHY Hacker Young LLP were appointed auditors during the period.
A resolution to re-appoint UHY Hacker Young LLP as the Company's
auditors will be proposed at the forthcoming Annual General
Meeting.
Approved by the Board and signed on behalf of the Board.
Ahmad Nasri Bin Abdul Rahim
Chairman
27 June 2014
DIRECTORS' RESPONSIBILITIES STATEMENT
The Directors are responsible for preparing the Annual Report
and the financial statements in accordance with applicable law and
regulations.
Company law requires the Directors to prepare financial
statements for each financial year which give a true and fair view
of the state of affairs of the Company and of the profit or loss of
the Company for that period. In preparing these financial
statements, the Directors are required to:
-- select suitable accounting policies and then apply them consistently
-- make judgments and estimates that are reasonable and prudent
-- state whether applicable accounting standards have been
followed, subject to any material departures disclosed and
explained in the financial statements; and
-- prepare the financial statements on the going concern basis
unless it is inappropriate to presume that the Company will
continue in business.
The Directors confirm that they have complied with the above
requirements in preparing the financial statements.
The Directors are responsible for keeping proper accounting
records which disclose with reasonable accuracy at any time the
financial position of the Company to enable them to ensure that the
financial statements comply with the Companies Law 2011 (as
amended) of the Cayman Islands. They are also responsible for
safeguarding the assets of the Company and hence for taking
reasonable steps for the prevention and detection of fraud and
other irregularities.
The Directors are responsible for the maintenance and integrity
of the Company's website in accordance with Rule 26 of the AIM
Rules for Companies and accordingly the Auditors accept no
responsibility for the information published thereon.
Information published on the Company's website is accessible in
many countries and legislation in Cayman Islands concerning the
preparation and dissemination of financial statements may differ
from legislation in other jurisdictions.
Statement of disclosure to auditor
The Directors have confirmed that:
-- so far as each Director is aware, there is no relevant audit
information of which the Company's auditor is unaware; and
-- each Director has taken all the necessary steps he ought to
have taken as a Director in order to make himself aware of any
relevant audit information and to establish that the Company's
auditor is aware of that information.
Approved by the Board and signed on behalf of the Board.
Ahmad Nasri Bin Abdul Rahim
Chairman
27 June 2014
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF LEAD ALL
INVESTMENTS LIMITED
We have audited the financial statements of Lead All Investments
Limited for the year ended 31 December 2013 which comprises the
Statement of Comprehensive Income, the Statement of Financial
Position, the Statement of Changes in Equity and the Statement of
Cash Flows and the related notes. The financial reporting framework
that has been applied in their preparation is applicable law and
International Financial Reporting Standards (IFRSs) as adopted by
the European Union.
This report is made solely to the company's members, as a body,
in accordance with our engagement letter. Our audit work has been
undertaken so that we might state to the company's members those
matters we are required to state to them in an auditor's report and
for no other purpose. To the fullest extent permitted by law, we do
not accept or assume responsibility to anyone other than the
company and the company's members as a body, for our audit work,
for this report, or for the opinions we have formed.
Respective responsibilities of directors and auditor
As explained more fully in the Directors' Responsibilities
Statement set out on page 14, the directors are responsible for the
preparation of the financial statements and for being satisfied
that they give a true and fair view. Our responsibility is to audit
and express an opinion on the financial statements in accordance
with applicable law and International Standards on Auditing (UK and
Ireland). Those standards require us to comply with the Auditing
Practices Board's (APB's) Ethical Standards for Auditors.
Scope of the audit of the financial statements
A description of the scope of an audit of financial statements
is provided on the APB's website at
www.frc.org.uk/apb/scope/private.cfm.
Opinion on financial statements
In our opinion the financial statements:
-- give a true and fair view of the state of the company's
affairs as at 31 December 2013 and of the company's loss for the
year then ended;
-- have been properly prepared in accordance with IFRS as adopted by the European Union.
UHY Hacker Young LLP
Quadrant House
4 Thomas More Square
London E1W 1YW
27 June 2014
Statement of Comprehensive Income
for the year ended 31 December 2013
Year Period
Ended Ended
31 December 31 December
2013 2012
Notes GBP'000 GBP'000
Revenue - -
Administrative expenses (240) (192)
Operating loss (240) (192)
Finance income 68 15
Loss before tax 3 (172) (177)
Income tax expense 6 - -
Loss attributable to equity shareholders (172) (177)
Other comprehensive income for the year - -
/ period
Total comprehensive loss for the year
attributable to
equity holders (172) (177)
Loss per share
- Basic and diluted (pence per share) 7 (0.57) (0.97)
The above items relate entirely to continuing operations.
The accompanying notes and accounting policies form an integral
part of these financial statements.
Statement of Financial Position
at 31 December 2013
31 December 31 December
2013 2012
Notes GBP'000 GBP'000
Assets
Current assets
Other receivables 87 16
Fixed term deposit 8 2,330 2,330
Cash and cash equivalents 9 7 81
2,424 2,427
Total assets 2,424 2,427
Liabilities
Current liabilities
Trade and other payables 10 215 46
Total liabilities 215 46
Net assets 2,209 2,381
Equity and reserves
Share capital 11 300 300
Share premium 2,153 2,153
Share based payment reserve 105 105
Retained losses (349) (177)
Total equity 2,209 2,381
The financial statements were approved by the Board of Directors
on 27 June 2014 and signed on its behalf by:
Ahmad Nasri Bin Abdul Rahim Geoffrey Baillie Fielding
Chairman Independent Non-Executive Director
The accompanying notes and accounting policies form an integral
part of these financial statements.
Statement of Changes in Equity
for the year ended 31 December 2013
Share based
Share capital Share premium payment reserve Retained Total equity
Note losses
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
At 13 July 2011 (date of
incorporation) - - - - -
Total comprehensive loss
for the period - - - (177) (177)
Transactions with
owners:
Shares issued 11 300 2,700 - - 3,000
Share issue costs 11 - (442) - - (442)
Share based payment
charge - (105) 105 - -
300 2,153 105 - 2,558
At 31 December 2012 300 2,153 105 (177) 2,381
At 1 January 2013 300 2,153 105 (177) 2,381
Total comprehensive loss - - - (172) (172)
for the year
---------------- ---------------- ---------------- ----------- ---------------
At 31 December 2013 300 2,153 105 (349) 2,209
All reserves are attributable to the equity holders of the
parent company.
The accompanying notes and accounting policies form an integral
part of these financial statements
Statement of Cash flows
for the year ended 31 December 2013
2013 2012
Notes GBP'000 GBP'000
Cash flows from operating activities
Operating loss (240) (192)
Adjustments for changes in working capital:
Increase in other receivables (3) (16)
Increase in payables 169 46
Net cash used in operating activities (74) (162)
Cash flows from investing activities
Interest received - 15
Placement of fixed term deposit - (2,330)
Net cash from / (used in) investing activities - (2,315)
Cash flows from financing activities
Proceeds from issue of shares (net of
issue costs) 11 - 2,558
Net cash generated from financing activities - 2,558
Net (decrease) / increase in cash and
cash equivalents (74) 81
Opening cash and cash equivalents 81 -
Cash and cash equivalents at end of period 9 7 81
The accompanying notes and accounting policies form an integral
part of these financial statements.
Notes to the Financial Statements
for the year ended 31 December 2013
1 General information
Lead All Investments Limited (the "Company") is a company
incorporated in Cayman Islands under the Companies Law 2011 (as
amended) of the Cayman Island on 13 July 2011. The Company is
governed by its articles of association and the principal statute
governing the Company is Cayman Island law. The Company is
domiciled and has its registered office in Cayman Islands and the
Company's registration number is WK-259337.
The Company's place of business is Malaysia.
These financial statements are presented in Pounds Sterling
("GBP"), this being the Company's functional and presentational
currency, and rounded to the nearest thousand ("000"). The
functional currency of the entities in the Company is the Pound
Sterling ("GBP") because that is the currency of the primary
economic environment in which the Company raises funds.
Financial statements of the Company are prepared by and approved
by the Directors in accordance with International Financial
Reporting Standards, International Accounting Standards and their
interpretations issued or adopted by the International Accounting
Standards Board, as adopted by the European Union ("IFRSs"). The
Company's accounting reference date is 31 December.
These financial statements have been approved for issue by the
Board of Directors on xx June 2014.
2 Summary of significant accounting policies
2.1 Basis of preparation
The principal accounting policies applied by the Company in the
preparation of these financial statements are set out below and
have been applied consistently.
The financial statements have been prepared on a going concern
basis and in accordance with IFRS.
2.2 Going concern
The financial statements of the Company are prepared on a going
concern basis. The Company raises finance for their investment
activities focusing on the use of multiple distribution strategies
for the distribution of their goods and services, especially in the
Asia Pacific region.
The Directors are of the opinion that the Company will have
sufficient cash to fund its activities based on forecast cash flow
information for a period in excess of twelve months from the date
of these financial statements' approval. Management continues to
monitor all working capital commitments and balances on a weekly
basis and believe that they have access to appropriate levels of
financing for the Company to continue to meet their liabilities as
they fall due at least the next twelve months and is trading as a
going concern.
2.2 Going concern (continued)
The Company will withdraw the deposit placement within the next
twelve months for investments and working capital if the need
arises and the directors will also provide working capital to the
Company at any time where there is insufficient cash for daily
operation requirements. This decision has been reached after
reviewing the performance of the business, the principal risks
& uncertainties, the annual forecast and business plan.
2.3 Segmental reporting
For the purposes of IFRS 8 'Operating Segments' the Company
currently has one segment, being investing in the Multi-level
Marketing (MLM) sector. No further operating segment financial
information is therefore disclosed.
2.4 Foreign currency translation
(a) Functional and presentational currency
Items included in the financial statements of the entity are
presented in the currency of the primary economic environment in
which the entity raises funds (the "functional currency"). The
functional currency of the entity is Pounds Sterling ("GBP").
(b) Transactions and balances
Foreign currency transactions are translated into the functional
currency using the exchange rates prevailing at the dates of the
transactions. Foreign exchange gains and losses resulting from the
settlement of such transactions and from the translation at period
end exchange rates of the monetary assets and liabilities
denominated in foreign currencies are recognised in the Statement
of Comprehensive Income.
2.5 Cash and cash equivalents
Cash and cash equivalents (readily convertible into a known
amount of cash) include cash in hand and deposits held at call with
banks with an original maturity of three months or less. For the
purpose of the cash flow statement, cash and cash equivalents are
as defined above, net of outstanding bank overdrafts. Fixed
deposits secured against bank loans are shown separately on the
statement of financial position as they do not meet the definition
of cash and cash equivalents.
2.6 Loans and other receivables
Trade and other receivables are initially recognised at fair
value, which is usually the original invoiced amount plus
transaction costs, and subsequently carried at amortised cost using
the effective interest method less provisions made for impairment
of receivables.
2.7 Trade and other payables
Trade and other payables are initially recognised at fair value,
which is usually the original invoiced amount, and subsequently
carried at amortised cost using the effective interest method.
2.8 Taxation
Deferred tax is provided in full using the liability method, on
temporary differences arising between the tax bases of assets and
liabilities and their carrying amounts in the financial statements.
Deferred tax is not accounted for if it arises from initial
recognition of an asset or liability in a transaction other than a
business combination that, at the time of the transaction, affects
either accounting nor taxable profit or loss. Deferred tax is
determined using tax rates that are expected to apply when the
related deferred tax asset is realised or when the deferred tax
liability is settled. Deferred tax assets are recognised to the
extent that it is probable that future taxable profits will be
available against which the temporary differences can be
utilised.
2.9 Equity instruments
Ordinary shares are classified as equity. Costs directly
attributable to the issue of new shares are shown in equity as a
deduction from the proceeds.
2.10 Share-based payments
The fair value of options and warrants granted is recognized as
an expense, with a corresponding increase in equity, over the
period that the holders become unconditionally entitled to the
options and warrants. The amount recognized as an expense is
adjusted to reflect the actual number of share options and warrants
that vest.
For equity settled share-based payment transactions other than
transactions with employees the Company measures the goods or
services received at their fair value, unless that fair value
cannot be estimated reliably. If this is the case the Company
measures their fair values and the corresponding increase in
equity, indirectly, by reference to the fair value of equity
instruments granted. Fair value is measured by use of an
appropriate model. In valuing equity-settled transactions, no
account is taken of any vesting conditions, other than conditions
linked to the price of the shares of Lead All Investments Limited.
The charge is adjusted at each balance sheet date to reflect the
actual number of forfeitures and cancellations during the period.
The movement in cumulative charges since the previous balance sheet
is recognized in the statement of comprehensive income, with a
corresponding entry in equity.
2.11 Standards and Interpretations in issue not yet adopted
Certain changes to IFRS will be applicable for the Company's
accounts in future periods. To the extent that the Company has not
adopted these early in the current financial statements, they will
not affect the Company's reported profit or equity but they may
affect disclosures. As at the date of approval of these financial
statements, the following standards and interpretations were in
issue but not yet effective:
IFRS 9- Financial Instruments
IFRS 10- Consolidated Financial Statements
IFRS 11- Joint Arrangements
IFRS 12- Disclosure of Interests in other entities
IFRS 13- Fair value measurement
IAS 27- Separate Financial Statements
IAS 28- Investments in Associates and Joint Ventures
IAS 32- (amended) - Offsetting financial assets and financial
liabilities
Numerous other minor amendments to standards have been made as a
result of the IASB's annual improvement project.
2.12 Critical accounting judgments and key sources of estimation uncertainty
The Company makes estimates and assumptions concerning the
future. The resulting accounting estimates will, by definition,
rarely equal the related actual results. The estimates and
underlying assumptions are reviewed on an on-going basis. Revisions
to accounting estimates are recognised in the period in which the
estimate is revised if the revision affects only that period or in
the period of the revision and future periods if the revision
affects both current and future periods.
The estimates significant to the financial statements during the
year and at the year end are the consideration of impairment of
financial assets and share based payment calculation, as set out in
the relevant accounting policy.
3 Expenses by nature
2013 2012
GBP'000 GBP'000
Included within administrative expenses are:
Staff expenses (note 4) 42 67
Auditors' remuneration
* Fees payable to the Company's auditor 10 10
4 Staff expenses
2013 2012
GBP'000 GBP'000
Staff expenses 13 17
Directors' fees 29 50
42 67
The average number of employees (including executive directors)
employed by the Company during the year is 3 (2012: 6).
5 Directors' Remuneration
Details of Directors' remuneration (who are considered to be the
key management personnel of the Company) are as follows:
Short term Bonus Others Total Total
employment 2013 2012
benefits
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Ahmad Nasri Bin Abdul
Rahim 18 - - 18 16
Geoffrey Baillie Fielding 11 - - 11 -
Richard Berry - - - - 17
Brian Rowbotham - - - - 17
Aggregate remunerations 29 - - 29 50
6 Income tax expense
2013 2012
GBP'000 GBP'000
Current tax charge - -
Deferred tax - -
The Company is incorporated in Cayman Islands. No tax
reconciliation note has been presented as the income tax rate for
Cayman Islands companies is 0%.
7 Loss per share
Basic
Basic loss per share is calculated by dividing the loss
attributable to equity holders of the Company by the weighted
average number of ordinary shares in issue during the year.
2013 2012
Loss attributable to equity holders of the Company (GBP'000) 172 177
Basic loss per share (pence) (0.57) (0.97)
Diluted loss per share (pence) (0.57) (0.97)
The weighted average number of ordinary shares outstanding
before adjustments for the effects of all dilutive potential
ordinary shares calculated as follows:
Weighted average number of shares in issue
2013 2012
Ordinary shares 30,000,000 18,268,157
8 Fixed term deposits
2013 2012
GBP'000 GBP'000
Fixed term deposit 2,330 2,330
9 Cash and cash equivalents
2013 2012
GBP'000 GBP'000
Cash at bank and in hand 7 81
10 Trade and other payables
2013 2012
GBP'000 GBP'000
Non-trade
Other payables 207 46
Accruals 8 0
215 46
The carrying amounts of other payables and accruals equate to
their fair value and are repayable within 12 months of the year
end.
11 Share capital and options
Share Share Share Share
Capital Premium Capital Premium
2013 2013 2012 2012
GBP'000 GBP'000 GBP'000 GBP'000
Authorised share capital
300,000,000 ordinary shares of GBP0.01
per share 3,000 - 3,000 -
========= =========
Issued and fully paid
30,000,000 ordinary shares of GBP0.10
per share 300 2,700 300 2,700
Less:
Share issue costs - (442) - (442)
Share based payment charge - (105) - (105)
Issued share capital at 31 December 300 2,153 300 2,153
On 30 January 2012, the Company entered into a deed of warrant
with two parties, conditional upon Admission, to subscribe for 5%
(1,500,000 shares) and 3% (900,000 shares) respectively, of the
aggregate value of the Exercise Price of all new shares subscribed
by investors on the Placing of shares. The shares are exercisable
at any time up to five years from the date of Admission at the
Placing price of GBP0.10. These shares were granted for services
rendered relating to the Placing of shares on AIM.
11 Share capital and options (continued)
Using the Black Scholes method, the fair value of these options
was calculated to be GBP105,360 and the charge was shown as a
deduction from the proceeds of the share issue in the prior period.
The following assumptions were used in the Black Scholes
formula:
2012
Share price at date of grant (GBP) 0.10
Exercise price (GBP) 0.10
Expected volatility (%) 46%
Option life, years 5 years
Risk free interest rate (%) 3%
Number of shares 2,400,000
Fair value at date of grant (GBP) 0.0439
Expected volatility was estimated by considering the Company's
share price data since admission to AIM.
In addition, pursuant to share option agreement dated 30 January
2012, conditional upon Admission, the Company has granted the
Company's founder, Zheng Zhuoxuan, an option to subscribe for
5,000,000 Ordinary Shares in the Company, at an exercise price of
GBP0.02 per Ordinary Share. The option shall be exercisable by
Zheng Zhuoxuan if either:
(i) the average daily closing share price of the Company over
any four month period is equal to or in excess of GBP0.20 per
Ordinary Share; or
(ii) the net asset value of each Ordinary Share (as determined
by the auditors of the Company) on (a) the Business Day immediately
before the Company's financial year end and (b) the Business Day
which is six calendar months after that date is equal to or in
excess of GBP0.20 per Ordinary Share.
Subject to the option becoming exercisable, the Zheng Zhuoxuan
may exercise his option, in whole or in part, from time to time, at
any time during an exercise period that commences on the date which
is four calendar months after the date of Admission and ends
immediately prior to the third anniversary of Admission. The
option, to the extent that it remains unexercised, shall
automatically lapse and cease to be exercisable on the third
anniversary of Admission.
The share options granted to Zheng Zhuoxuan are in
acknowledgement of the start-up monies provided to the Company.
In addition, pursuant to share option agreement dated 30 January
2012, conditional upon Admission, the Company has granted Ahmad
Nasri Bin Abdul Rahim an option to subscribe for 10,000,000
Ordinary Shares in the Company, at an exercise price of GBP0.02 per
Ordinary Share. The option shall be exercisable by Ahmad Nasri Bin
Abdul Rahim if either:
(i) the average daily closing share price of the Company over
any four month period is equal to or in excess of GBP0.30 per
Ordinary Share; or
(ii) the net asset value of each Ordinary Share (as determined
by the auditors of the Company) on (a) the Business Day immediately
before the Company's financial year end and (b) the Business Day
which is six calendar months after that date is equal to or in
excess of GBP0.30 per Ordinary Share.
11 Share capital and options (continued)
Subject to the option becoming exercisable, the Ahmad Nasri
Abdul Rahim may exercise his option, in whole or in part, from time
to time, at any time during an exercise period that commences on
the date which is four calendar months after the date of Admission
and ends immediately prior to the third anniversary of
Admission.
The option, to the extent that it remains unexercised, shall
automatically lapse and cease to be exercisable on:
(i) the third anniversary of Admission; or
(ii) the date on which Mr. Ahmad Nasri ceases to be either a
director, an employee or a consultant to the Company unless:
(a) Mr. Ahmad Nasri ceases to be either a director, an employee
or a consultant to the Company on grounds of ill health; or
(b) the board of directors of the Company has confirmed in
writing that the options shall not automatically lapse and cease to
be exercisable prior to Mr. Ahmad Nasri ceasing to be either a
director, an employee or a consultant to the Company.
The share options granted Ahmad Nasri Bin Abdul Rahim form part
of his remuneration package and will only come into effect after
the Company has generated a significant return for investors.
Using the Black Scholes method, the fair value of these options
was calculated to be GBP1,228,500. It is the directors' best
estimate, based on the evidence available at the year end and the
lack of investment opportunities during the year, that these
options will not vest and therefore the charge has not been
recognised. The directors will revise their estimate as and when
subsequent information indicates that the shares will vest.
The following assumptions were used in the Black Scholes
formula:
2012
Share price at date of grant (GBP) 0.10
Exercise price (GBP) 0.02
Expected volatility (%) 46%
Option life, years 3 years
Risk free interest rate (%) 3%
Number of shares 15,000,000
Fair value at date of grant (GBP) 0.0819
12 Contingencies
There were no contingent liabilities at 31 December 2013.
13 Related party transactions
During the year the Company received an advance of GBP45,000 for
working capital requirements from Maxi Vision Group Ltd (Maxi
Vision) in which Geoffrey Fielding, a director of the Company is
also a director of Maxi Vision.
14 Capital commitments
The Company had no contracted capital commitments at 31 December
2013.
15 Financial risk management
The Company's activities expose it to credit risk, liquidity
risk and market risk (including interest rate risk, currency risk
and commodity price risk). The Company's overall risk management
strategy seeks to minimize adverse effects from the volatility of
financial markets on the Company's financial performance.
The Board of Directors is responsible for setting the objectives
and underlying principles of financial risk management for the
Company. The Company management then establishes the detailed
policies such as risk identification and measurement, exposure
limits and hedging strategies, in accordance with the objectives
and underlying principles approved by the Board of Directors.
There has been no change to the Company's exposure to these
financial risks or the manner in which it manages and measures the
risk. Market risk exposures are measured using sensitivity analysis
indicated below.
Credit risk
Credit risk refers to the risk that counterparty will default on
its contractual obligations resulting in a loss to the Company. The
Company has adopted a policy of only dealing with creditworthy
counterparties and obtaining sufficient collateral where
appropriate, as a means of mitigating the risk of financial loss
from defaults. The Company performs on going credit evaluation of
its counterparties' financial condition. The Company does not hold
any collateral as security over its customers. The Company's major
classes of financial assets are loans made to third parties and
cash and cash equivalents.
As at the end of the financial period, the Company's maximum
exposure to credit risk is represented by the carrying amount of
each class of financial assets recognised in the statements of
financial position.
As at 31 December 2013, substantially all the cash and bank
balances as detailed in note 8 and 9 to the financial statements,
are held in major financial institutions which are regulated and
located in Hong Kong, which management believes are of high credit
quality. The management does not expect any losses arising from
non-performance by these counterparties.
The carrying amount of financial assets represents the maximum
credit exposure. The maximum exposure to credit risk at the
reporting date of the Company is as follows:
2013 2012
GBP'000 GBP'000
Other receivables and deposits 87 16
Fixed term deposit 2,330 2,330
Cash and cash equivalents 7 81
2,424 2,427
15 Financial risk management (continued)
Currency risk
Currency risk arises from a change in foreign currency exchange
rate, which is expected to have adverse effect on the Company in
the current reporting period and in future years.
The Company maintains its books and accounts in its functional
currency. As a result, the Company is subject to transaction and
translation exposures resulting from currency exchange rate
fluctuations. However, to minimise such foreign currency exposures,
the Company uses natural hedges between sales receipts and
purchases, and operating expenses disbursement. It is, and has been
throughout the current financial period the Company's policy that
no derivatives shall be undertaken except for the use as hedging
instruments where appropriate and cost-efficient. The Company does
not apply hedge accounting.
The Company incurs foreign currency risk on sales, purchases and
operating expenses that are denominated in currencies other than
the functional currency.
The Company's currency exposure is as follows:
2013 2012
GBP'000 GBP'000
Financial assets
Bank balances denominated in Hong Kong Dollars
(HK$) 1 6
Net currency exposure 1 6
------------------------------------------------ -------- --------
Interest rate risk
The Company monitors the interest rates on its interest bearing
assets closely to ensure favourable rates are secured.
As at the year end, the Company's only interest-bearing assets
relate to bank balances held. A change in interest rates at the
reporting date would not materially affect profit or loss and as
such sensitivity analysis have not been disclosed.
Liquidity risk
Liquidity risk is the risk that the Company will encounter
difficulty in meeting financial obligations due to of funds. The
Company's exposure to liquidity risk arises primarily from
mismatches of the maturities of financial assets and liabilities.
The Company's objective is to maintain a balance between continuity
of funding and flexibility through financial support of
shareholders and secures committed funding facilities from
financial institution.
15 Financial risk management (continued)
The table below summarizes the maturity profile of the Company's
financial liabilities at the reporting date based on contractual
undiscounted payments:
Less than Later than
one year one year Total
GBP'000 GBP'000 GBP'000
31 December 2013 215 - 215
------------- ----------- --------
Other payables and accruals 215 - 215
------------- ----------- --------
31 December 2012
Other payables and accruals 46 - 46
46 - 46
------------- ----------- --------
Capital risk management
The Company's objectives when managing capital (defined as share
capital and reserves) are to safeguard the Company's ability to
continue as a going concern in order to provide returns for
shareholders and benefits for other stakeholders and to maintain an
optimal capital structure to reduce the cost of capital.
The Company has no borrowing and cash and cash equivalents
consist of the Company own cash at bank only.
16 Control
The Company is not controlled by any one party. Details of
significant shareholders are shown in the Directors' Report.
17 Subsequent events
There were no other material events subsequent to the end of the
year under review.
.
This information is provided by RNS
The company news service from the London Stock Exchange
END
FR SELSUWFLSESM
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